General Terms and Conditions of Business of ISTAC Promotion GmbH
in the context of the Schwarzmüller Merchandising Shops
Delivery and payment conditions
Seller and responsible for logistics
ISTAC Promotion GmbH
Tel. +43 (0)7221 637 60
All orders are accepted and fulfilled on the basis of the following conditions. These conditions apply also without repeated notification for future deliveries and services. Through the placement of orders, the customer expressly recognises these delivery conditions. All agreements, in particular also verbal arrangements with our employees and orders placed by telephone require written confirmation.
Our offers are generally made without obligation. An order becomes binding for us first after written confirmation of the order. Agreements by telephone, fax and email or through our representatives require written confirmation to be valid.
3. PRODUCT LIABILITY:
All compensation claims against us are excluded, irrespective of legal grounds, particularly in accordance with the provisions of the Product Liability Act (PHG) for personal injury, property damage and financial losses which were incurred due to a defect in the goods, whereby claims for compensation for consequential damages, such as production outage or lost profits and similar are entirely excluded in particular, unless we are culpable of intent or gross negligence. For every component of the goods which we have obtained from sub-suppliers, we are liable only to the same extent as the warranty or compensation claims that we ourselves are entitled to against our sub-suppliers. All compensation claims and any recourse claims against us must be asserted in court within six months or are otherwise forfeited. The supplier (ISTAC Promotion GmbH) guarantees the suitability of the object of purchase exclusively in respect to the requirements and specifications supplied by the manufacturers or suppliers. It is the buyer’s duty to ensure that the object of purchase is used properly and only in accordance with the supplied instructions. In the case of violation of this duty, the buyer is not entitled to any claims against the supplier.
Deliveries are carried out at the expense and risk of the buyer. Agreed delivery dates apply from the date of the written order confirmation, which may be sent by post, fax or email. Claims for damages due to delayed delivery or due to withdrawal from the contract are excluded in every case. Disruptions to operation due to force majeure in our own business or in the production facility release us from adherence to agreed delivery dates, as do disruptions anywhere along the entire transportation route, in particular from the manufacturer to our operations. Any partial services already performed must be accepted and paid for by the customer. Partial deliveries and partial invoices are allowed, whereby partial deliveries must be paid for by the customer under the specified payment conditions. Only when an agreed delivery deadline is exceeded by more than six weeks can the customer withdraw from the contract, after granting a five-week additional delivery period. If the customer does not accept the goods, we are entitled to withdraw from the contract, having set a two-week notice period, and/or to demand compensation for damages due to non-fulfilment. We are entitled to demand either damages of 30 percent of the agreed order sum without evidence or reimbursement of the damages actually incurred. Insurance and packaging are invoiced at cost.
Delivery is ex works. For technical production reasons, we reserve the right of over-delivery or under-delivery of up to 10% of the ordered quantity in the case of orders with integrated promotional text or customer-specific finishing. We must also reserve the right of minor deviations in format, colour and material.
All prices are in EURO (€) and are exclusive of the statutory VAT applicable at the time of the fulfilment of the contract. We reserve the right to adjust prices.
Conditions of payment are agreed as per contract and are printed on the contractual documentation. If no payment conditions have been agreed separately, “payment after 20 days, net, without any deductions” applies. In the case of default of payment, default interest of at least 4.5% of the respectively applicable ECB discount rate. The customer is not entitled to retain payment against warranty claims or other counterclaims not recognised by us, nor to offset against our claims. Should the customer have a right of retention with regard our remuneration in the case of a delivery, this is limited to the amount of the policy reserve for reasonable improvement costs. If doubts arise after the acceptance of the order as to the customer’s ability to pay or creditworthiness, we are entitled to either require immediate payment in cash or payment of a security deposit before delivery or to withdraw from the contract and demand compensation for damages from the customer in at least the amount of the expenses already incurred.
Complaints can be asserted only within two working days after receipt of the goods, otherwise the claim is forfeited. In the case of damaged deliveries, a damage assessment must be drawn up immediately by the carrier (delivery agent, forwarder, rail, post), otherwise a claims settlement will be rejected. In the case of orders with integrated promotional text or customer-specific finishing, the promotional text or finishing is an integral component of the order confirmation. The client must raise objections concerning text errors immediately after receipt of the confirmation. Responsibility for any text errors not complained about in time is transferred to the client. Subsequent complaints will not be recognised. At our discretion, warranty claims can be fulfilled through improvements or delivery of defect-free goods, but also through granting a reasonable price deduction if elimination of the defect is not possible or possible only with disproportionate costs. If the delivered goods are altered, improperly handled or processed by the customer, all warranty obligations on our part become void. We shall bear the costs of elimination of defects undertaken by the customer himself only if we have consented to these costs in writing. Guaranteed are only such qualities that are expressly guaranteed by us in writing. In the case of special orders or custom productions, precise information is required, since we are unable to exchange the goods at a later date or take them back. We reserve the right to adjust our range of goods. Deviations in quality, dimensions, workmanship, configuration and material usual in commercial practice and/or resulting from manufacturing, such as deviations in colour or size or similar, shall not constitute justification for complaint. We are always entitled to over-delivery or under-delivery of up to 10% of the ordered quantity in the case of custom orders or orders with integrated promotional text or customer-specific finishing. The warranty period is six months. The burden of evidence that a defect for which we are responsible was already present upon delivery lies solely with the customer. There is no extension of the warranty period due to the elimination of a defect.
Goods may be returned to us only with our explicit agreement. For a return of the goods by forwarding agent, a transport contract is required on our part in every case, otherwise the buyer must bear the costs. In the event of returns that have not been agreed, we expressly reserve the right to deny acceptance; this also applies for goods that are no longer new or have had labels removed. Returns for which ISTAC Promotion GmbH are not at fault must in principle be returned free of charge to us to our warehouse
ISTAC Promotion GmbH
Any freight costs involved cannot be credited.
10. PATENTS AND PROPERTY RIGHTS:
It is deemed as expressly agreed that we are not liable for any rights, in particular the property rights, of third parties, if we manufacture articles according to the drawings or original samples of the customer. The customer assumes the obligation, should the rights of third parties be asserted nevertheless, to indemnify us and hold us harmless, and to reimburse us in full for any damages thus incurred.
11. RETENTION OF TITLE:
The delivered goods remain the property of ISTAC Promotion GmbH until payment in full of the purchase price including all ancillary costs. Should the customer fall into default or if he violates one of the obligations arising from the retention of title, the full outstanding debt shall become due. We are entitled to demand the surrender of the goods in our ownership and to collect these, whereby the customer shall forego the assertion of a right to retention, irrespective of grounds. The costs of collection of the goods, when this is not based on withdrawal from the contract, shall be borne by the customer.
12. PLACE OF PERFORMANCE:
Place of performance and exclusive court of jurisdiction for both contractual partners for deliveries and payments is Linz. Austrian law applies exclusively to the contractual relationship (CISG excepted).
13. IT DATA:
Data such as name, address, order and account data of the customer that is required for the processing of the order and accounting will be saved in our IT systems. The saved data will be used by us only within the framework of the statutory provisions.
14. FINAL PROVISIONS:
If one or more of the above provisions should be or become invalid, the validity of the remaining provisions and of the contract itself shall not be affected. Any invalid provisions shall be replaced by new ones that aim at the same economic result.